Louder Than Thunder
by HouseOfWolves12
Summary: Beorn has a daughter name Bryn, who is also a brooding skinchanger. When the Company is rushed into their home, Fili gets more than he reckoned for when he meets the feisty dark haired girl and all attempts at courtship are shot down from more people than Fili cares to hear. Fili/OC, rated M for language, gore, and possible smut.
1. Chapter 1

Skinchangers roamed the mountains before any others. They were free; they walked their realm with an air of belonging; as if they belonged to the mountains and the mountains belonged to them. They were peaceful, content in their ways, happy with their connections with the animals of the earth. In their homes their wild friends came to stay and grew large, much like the skinchangers did themselves. It was speculated that these men-turned-part-animal sprung forth from animals themselves, desperate for human bodies and minds. Other legends said that the men of the Misty Mountains grew so close to the animals that lived there they were able to share their forms. Either instance could not be proven, since the skinchangers did not keep record of their history. They were content to live in the forest and let the ways of the world around them change.

There were many of them. So many, in fact, that every large enough animal supposedly had a skinchanger counterpart to take their form. Their age of death was unknown to all others, but it was guessed to be several hundred years. The skinchangers lived high in the Misty Mountains, their homeland.

But the orcs drove them out. They picked off their kind one by one; until there were only few left and driven down the mountains, away from everything they had known. Even then they would not be sated; they chained up the skinchangers and used them for sport. Sometimes they let them out, gave them false hope for escaping, before hunting them down like they were actual wild animals and killing them without mercy. Within years after the orcs slaughtered their numbers, only two lived. Beorn and his daughter, Bryn. They had been locked up like the others, but Beorn was smart and protective of his cub. He waited years until the perfect night came; a dark, dreary night, filled with rain and storm and fierce lightning. He had rusted his and his daughters chains and mustered up enough strength to break them. They disappeared into the night.

For sixty years Beorn prospered between Mirkwood and his old home. He rebuilt his house with the help of his daughter, and together they invited the surrounding animals to take shelter with them. The honey bees grew a dozen times larger than average bees, and the Clydesdales feasted on the dark green grass. It was almost as if nothing had happened, but a dark hatred lingered in the heart of Beorn for the orcs, and he promised one day to slay them all.

As for Bryn; she was much too young to remember everything that had transpired. She hadn't come into adulthood before the orcs laid waste to her family and friends. Her mother had died giving birth to her. While Beorn easily reached taller than seven feet, Bryn stood at five feet and three inches, having inherited her height from her mother, who skinchanged into an owl. Beorn's skinchange was to a bear, while Bryn changed into a black wolf. One thing they had in common was their ferocity; Beorn could easily shake the surrounding forest with his mighty woofing (bears do not growl), and Bryn could easily send a group of orcs running with a single snarl.

For sixty years the father and daughter lived in peace with their friends. Beorn taught her how to better control her changing, which she had trouble doing when experiencing strong emotions. Though Bryn was smaller than most skinchangers, her animal counterpart swelled in size. She was just larger than the average wolf. Skinchangers, before the orcs devastating hunt began, took pride in their animalistic forms. They groomed constantly, making sure their fur or feathers were as clean as possible. Beorn had dropped the tradition in part, taking up more patrols more often. Bryn stayed closer to home, having more time to do everything she had done as a child, such as the daily grooming. Together they protected their new home fiercely. So when thirteen dwarves, a wizard, and a hobbit showed up unannounced at their doorsteps, their usual life was interrupted greatly, and would inevitably change Bryn's life forever.

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"I haven't seen as many orcs as of late." Beorn commented to his daughter as they sat down for their breakfast, the sun just peeking over the horizon. He wore loose fitting pants, his hairy chest and feet bare. Silently he thanked the animals that set out their food.

"That is a good thing, is it not?" Bryn questioned, starting to eat. She too wore loose fitting pants and nothing on her feet, but her chest was clad in a long sleeved black shirt. Her long raven hair had been tamed earlier, and now hung straight down her back, contrasting greatly against her fair skin. Her emerald eyes twinkled when the rising sun caught them just right.

"It could be, but I would bet that they're grouping their forces again." Beorn grunted lowly. "I do not plan to give them the chance."

"I would not expect you to." She smiled pleasantly. A cat jumped up onto the tall furniture and curled on Bryn's lap, purring. The rest of the breakfast was taken in silence. Bryn helped the animals clear the table before starting on her chores for the day. Today was the first day of the week, so she would have to clean the horse pastures and collect the eggs before starting on tidying the house. Since Beorn was gone so often, the task of keeping the animals satisfied fell to her, but she did not mind.

The day passed slowly, much like any other. The honey bees buzzed happily to and from the flowers that grew near and around the large house, the horses galloped around the open fields, the cats chased the mice, and the dogs played. Bryn was close to all of the animals, but even closer to the dogs. She shared a special kinship with them. She toiled away tirelessly to clean the horses' home, making sure it was spotless, before moving on to collecting the chicken's eggs and then cleaning their coop.

After hours of work she was done, and when she did finish she smiled to herself, feeling the excitement bubble up in her. She loved letting her animal side out, it was the only time she truly felt free. So she stripped herself of her shirt and pants silently inside the barn, before squaring her shoulders and closing her eyes. She felt the air around her shift before her muscles and bones starting pulling, contracting, swelling, and moving. When she opened her eyes, she was on all fours and her senses were heightened. She could smell everything that had been in and out of the barn in the past week, and she could see things she couldn't see moments ago. She loved being in this form.

While Beorn lost himself almost completely when he was a bear, Bryn didn't have that problem. She retained most of her normal human sense, and gained primal instincts. The only time she had trouble controlling her urges was when she was under copious amounts of stress or had overwhelming emotions, or when she felt trapped. That was when the wolf side of her kicked in, and her need for relief or survival took over. The only time this happened was when she was hunting orcs.

Sometimes she wished for a pack. She supposed she was a lone wolf, since she had no family of wolves with her. She liked to think she was an alpha alongside her father, since in every pack there was a male alpha and female alpha, though she knew she was probably a beta. Her mother would have been the alpha.

She shook away the harrowing thoughts and padded outside the barn. The dogs had stopped playing and now stood around staring at her, waiting to see what she was going to do. Today, she just wanted to be alone, so she got her point across with a low growl before tearing off towards the treeline. She loved to feel the wind in her fur and the feel of her new and larger muscles burn as she ran. Bryn knew her father wouldn't be satisfied until he regained his homeland, but here, she was happy.

She explored the woods for a few hours, without a goal in mind. When the sun was high in the sky she decided to return home. Her father still had not come back yet, which was normal. Sometimes he would be gone for days at a time while hunting the orcs. After having a small meal, she decided she would treat herself to a mid afternoon nap.

And was awakened just an hour later. Rather obnoxiously, she might add. She woke with a startled gasp, hearing the loud shouting and the sounds of her father in his bear form. Quickly she swallowed her bubbling fear, feeling the air start to tingle around her as she quietly made her way from her room and into the dining area. Before her were a vast amount of dwarves and a very tall, greying old man. A growl found its way from her throat as she felt the fine hair on her arms stand up as she stared at the intruders.

"Be calm, Bryn. We are friends." The old man spoke, holding a hand up in defense, the other one wrapped around his staff. An odd sense of calm washed over her, and she immediately knew the old man was an Istar.

"Then why is my father ready to kill you, wizard?" She narrowed her eyes, but her want to change was gone.

"That animal is your father?" The leader of the company asked, and though he was surprised (and albeit a little disgusted), he maintained his regal air.

"I would be more careful, dwarf, not even your Istar could save you from his anger." Bryn found herself hissing, eyes flashing dangerously.

"He does not mean any harm. We just need a place to stay for the night, somewhere to hide out from a pack of orcs." The wizard spoke once more, his voice calming and reasonable. Though he looked like an innocent old man who needed a walking stick, she knew better. Her father had once met another wizard before she was born. He described the wizard as an odd old man dressed in brown clothing, who had spent much time with animals much like them. Though he was a gentle man, Bryn suspected this new wizard to be more powerful than the brown one.

Bryn took a moment to survey the dwarves. They all carried weapons of some kind, mostly swords and battle axes. She looked at each member of the intruders, passing over the leader, one with a funny hat, the robust ginger one, the redhead, the one with a metal thing sticking out of his ear, the one with an axe sticking out of his forehead... until her eyes came to land on a blond one. His mustache was braided, along with a few other random braids about his long blond hair, with a bead hanging off each end of them. She was about three inches taller than him, she supposed, and his nose was on the larger side, but his eyes were by far the most attractive aspect to him. They were light blue, and reminded her of the sky. And he was staring at her, like the others.

"Leave your weapons at the door." She found herself saying. "You may stay until my father sees fit for you all to leave."

"What is he?" One of the younger members of the company asked, still clearly in disbelief. And fright.

"That is our host." The wizard said, looking over to Bryn with a small smile. "His name is Beorn. He's a skinchanger… Sometimes he's a huge black bear, and sometimes he's a great strong man." Bryn stood silently as a sentry by the table, still distrustful of the uninvited visitors. While most of the attention had been diverted to the Istar in curiosity or turned to exploring her home, she noted the blond still stared. She felt herself heat up under his gaze, so she returned the stare coldly. She was not an object to be scrutinized. "The bear is unpredictable. But the man can be reasoned with; however, he is not overly fond of dwarves."

"With good reason." Bryn found herself saying as she turned to start fishing out food for the travelers.

"And what reason would that be?" The blond one spoke up, his gaze still fixed on her. His voice was just the right balance of deepness and smoothness, and Bryn resisted the urge to shiver.

"You will find out soon enough, dwarf." And despite her cool words, she smiled, placing loaves of bread and cheese on the table tall table. "You lot should eat before sleeping, it may be the only opportunity to do so before the morning." She never had guests before, so she drew what to do in this situation from stories her father had told her and small books she had come across.

"He's leaving." The young one spoke, the relief clear in his voice but his eyes wide. One of the others, an older white and gray haired dwarf, pulled him away from the door.

"Come away from there, it's not natural, none of it. It's obvious, he's under some dark spell." The older man turned to glare at Gandalf, and before he could respond, Bryn whipped around to glare at him.

"Your ignorance is giving me a headache, old one. I would suggest holding your tongue lest you want to lose it." She snapped, her temper already getting the better of her and they had hardly been inside for five minutes.

"Gandalf said your name is Bryn." The leader spoke, his voice slightly gruff but looking at her with something akin to cool indifference. She did her best to match it.

"So if the Istar's name is Gandalf, what would your name be? You have me at a bit of a disadvantage."

"Thorin Oakenshield." He gave a majestic nod, and for a moment she was sated with his manners. "That's Ori, Nori, and Dori,"-Ori was the young, scared one and the Dori was the enormously judgemental one, and Nori was the one with the starfish hairstyle, though it was still nice-they each mumbled niceties- "Bofur, Bombur, and Bifur,"-Bofur was the one with the funny hat, Bombur was the largest one out of them with stark ginger hair, while Bifur was the one with the axe sticking out of his head.

"At your service." Bofur said, sweeping into a deep bow and taking his hat off, revealing a messy hairstyle which she couldn't help but smiled at. Bombur uttered the same greeting, while Bifur placed an arm at his chest and uttered something in a different language.

"Balin, at your service." A white haired, balding dwarf stepped up, smiling kindly at her. She returned it, starting to think that maybe not all the dwarves were bad.

"Dwalin." A brown haired, balding dwarf spoke next. His armor was impressive, even complete with knuckle spikes. Balin nudged him, and he rolled his eyes. "At your service."

"Oin, at your service." He spoke, a metal-like square thing was perched in his ear, presumably to be able to hear.

"Gloin, at your service." The redhead spoke. She smiled slightly at all of them, beginning to feel her apprehension wane away just by knowing their names.

But there were two who had yet to go. The blond, blue eyed dwarf and the brown haired brown eyed dwarf. The brown haired one went first. "Kili, at your service." He gave a small bow, before the blond one stepped forward.

"Fili, at your service, my lady." He bowed like Kili did, but took her hand and kissed it. She laughed out loud, though a blush took her cheeks.

"I do not answer to such titles. My name is Bryn, so you all may call me it." She spoke. Fili smiled up at her, not being able to help himself. "Eat, I will fetch extra blankets for the night."

"Would you like any help, Bryn?" Fili asked, staring almost hopefully.

"No thank you." She responded, not sparing him a second glance as she tried to scrounge up some old blankets her and her father hadn't been using.

"Would you like any help?" Kili mocked in a not-so-close version of Fili's voice. Fili rolled his eyes and elbowed his brother before climbing onto the bench and digging into a loaf of bread.

"Shut up." He mumbled through a mouthful, and Kili bent his back and laughed at him. Faintly he was aware of his uncle, Balin, and Gandalf talking in quiet tones while the rest of the company was getting used to the new accommodations. When he made eye contact with the woman, something immediately changed within him. He couldn't look away, and he was breathless.

"You'll all have to sleep in there," she nodded to a large open part of the home, which had hay laid down and a few goats munching on it happily. She dropped the blankets on top of a hay stack, turning back to face the company. "It's the only place that's got enough room for you all."

"Lass," Bofur called, smearing a bit of cheese onto his bread. "If your father is a… skinchanger, does that make you one?"

The attention of the room shifted to her once more, and Fili found himself holding his breath for an answer as he tried to catch her eye. "Aye, it does."

"Do you change into a bear as well then?" Fili found the words spilling out of his mouth before he could help it. He felt like he was a a little dwarf again, asking his mother for a story.

"No, I do not. I'm a wolf skinchanger." She admonished, smiling at their surprise.

"Will you show us?" Kili asked excitedly, his food having been long forgotten as they stared at her for an answer.

"Perhaps tomorrow." She murmured, and after a moment of hesitation, turned away, but not before she saw Thorin's distrustful stare.

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><p>Alright guys, here's the first chapter! Please please please review to let me know if anyone has interest in this story, because if not I won't bother posting the next chapters. If you're looking for a story that starts at the very beginning, check out <em>At Your Service, <em>which is my romance between Kili and an OFC. Check it out ;)

UPDATE: As of 3/31/15 there have been additional details added as well as a spell check run through.


	2. Chapter 2

Once all of the dwarves had their fill, Bryn silently set about cleaning up after them. She fed the leftovers to the animals, though there wasn't much left thanks to Bombur, and cleaned the dishes. Ori and Fili offered to help, but she waved them off with a polite smile. All the while Thorin watched her with a careful eye, and she tried not to let it bother her. They were the intruders; not her. She should be the distrustful one.

"What are a pack of dwarves doing so far away from their homes?" She asked casually, walking over to where they were readying for bed. Suddenly she noticed a little man with curly hair and large, hairy feet. "And who are you?"

"Oh, well, I'm Bilbo Baggins, miss." He managed a smile, giving a nod as a hello. He hadn't been seen the entire time he was there! Bryn thought it was impressive that he had gone unseen to her trained eye.

"Bilbo is our burglar." Kili said without thinking. Immediately Dwalin hit him upside the head, to which he only scowled at and clamped his mouth shut.

"A burglar? Why would you need a burglar?" Her eyes narrowed, not at Bilbo, but at Thorin. He was the one orchestrating the entire ordeal, she knew it. Him or that damn Istar.

"No need to be alarmed, Bryn." The greying wizard smiled. "He will not be burglarizing any time soon."

"I gave you all the benefit of the doubt thought you might be traveling to Laketown to do trading, but now it's become clear. To have a wizard in your company, a thief, and without any goods without a doubt rules that out." She fixed her gaze on the wizard. "So what is it? Why are you here?"

The wizard only looked down at Thorin, who refused to answer. She set her gaze on the white haired one, Balin, before moving to Dwalin, and coming to rest on Kili, who surprisingly kept his mouth shut. Finally she narrowed her eyes at Fili, hoping that this one would let her know what she wanted.

"Uncle," He finally cracked, "why don't we just tell her? She and her father might be able to help, or at least aid us across the lands."

Thorin appraised his nephew a moment, before speaking. "We seek to reclaim the Lonely Mountain. It is our time to take back what is ours."

She was silent for a long minute, mulling it over. She thought Thorin sounded familiar; he was Thror's grandson, the last King Under the Mountain. He had gone mad with his love of gold, and it brought the dragon Smaug from the north to lay waste to the great city of Dale before bullying its way into the mountain. She not many got out in time, and that their people wandered Middle Earth for work, never really belonging.

Despite Thorin's cold demeanour, her heart went out to them. She knew what it was like to lose her family and home, and though she wasn't as attached to it as her father, she knew what those mountains meant to her people like the Lonely Mountain meant to them. So she did the only thing she could think of; she resolved to help them.

"I can help give you safe passage to Mirkwood and through it." She found herself commenting. Of course she would have to gain permission from her father, but thought it would be easy enough for what she had in mind.

"We're not interested." Thorin spoke gruffly, his arms crossed. Bryn rolled her eyes.

"I'm not interested in your useless gold and treasure, dwarf." She scoffed. It was true; skinchangers had no need for such things. Before their fall they relied on no one but their families, the land, and their animals. "Though I would ask something of you."

Thorin wasn't dim, he knew orcs roamed these lands. Just the night before they were being hunted by a pack. Turning down the help of a wolf would be stupid, so he pretended to be indifferent. "And that would be what?"

"After your quest you help us get back our home in the Misty Mountains." She squared her shoulders and drew herself to her full height to try to impose herself upon him. She wasn't sure it worked, because he remained silent. The rest of the company watched their leader, one blond haired dwarf was listening more carefully than the rest. Gandalf held his tongue.

"If you're going to request that, I want you to help give us safe passage all the way until we reach the Lonely Mountain." The king-to-be decided. "Once we reach the mountain you may leave, and within the time it takes us to get back… on our feet, we will send troops."

Bryn nodded. She hoped Beorn would be happy with her decision. If he wasn't, one of them was going to be extremely unhappy, and she was determined for it not to be her. "Allow me to talk to my father before I finalize our deal."

Thorin nodded, sated with the information. The company climbed under their blankets and found something to rest their heads on. Bryn murmured a quiet sleep well to which she received a few responses. She went back to her small room and layed down on the bed, her hands behind her head as she stared up at the wooden ceiling. After tracing patterns the wood created for what felt like the hundredth time, she sighed. She couldn't fall asleep. She felt the itch to shift, the need to let loose the steam she had been bottling up since she got off on the wrong foot with the dwarves. Finally she got up and stripped her clothes, and took a deep breath.

She was now on four paws, and took a moment to stretch. The first few times she changed it was weird; she was awkward in her body and often would trip over thin air. Don't even get started on how strange it was to have a tail.

She padded outside her room quietly, her nails making soft tapping sounds on the wooden flooring as she walked. She saw all of the dwarves, Bilbo (she wasn't sure exactly what he was), and the Istar were asleep; except for one dwarf. Fili was awake, his blanket draped over his brother, his hands behind his head as she stared upwards, much like she had earlier. He looked deep in thought, his bright blue eyes fixed on a spot on the ceiling.

After an internal battle she gave a huff, threading her way between the snoring dwarves to him. He looked over surprised, moving to sit up but she gave a small whimper, dropping down next to him and resting her head on his chest. He relaxed back, looking her over in wonder. He tentatively moved a hand to pet her head, and chuckled when her tail started to wag slightly. He wondered if he knew what she was doing, if she had control over her actions. At least he hoped this was Bryn, she did say she changed into a wolf. They had the same emerald eyes, so he thought it was safe to assume it was her.

"So this is what you look like, huh?" He murmured, feeling her soft fur. She had a thick pelt that was well taken care of. She turned her head to stare up at him and blinked. He smiled, continuing his ministrations for a few minutes before she stood up and walked away, jumping out of an open window. Fili stared, surprised. She didn't want to talk to him while she was a human but once she was a wolf she got cuddly?

A few hours later she found herself in the barn after a long run and a bath. She shifted back and dressed in an outfit she had stashed some time ago, before walking back to her home. The sun was already up, and she sighed to herself. She didn't know why she cuddled up the dwarf, she just knew that he was unreasonably attractive for one. And that he liked staring at her.

When she got inside, her father was pouring Fili a mug of what looked like milk. The dwarves were sitting at the table like they had been last night, but Thorin was leaning up against a wooden column with his arms crossed. He wasn't going earn any points.

"So you are the one they call Oakenshield." Her father said in his deep voice. Beorn was… hairy, to say the least, but it never bothered Bryn. She accepted him one hundred percent. He was the only reason she was still alive. "Tell me, why is Azog the Defiler hunting you?"

Bryn froze. Azog the Defiler was the one who-

"You know of Azog. How?" Thorin questioned, turning to face her dad. His face was a mixture of inquisitive and demanding.

"My people were the first to live in the mountains." Beorn began, and Bryn went to stand by his side silently. She hated hearing this story; she hated hearing the malice in his voice, the complete loathing that her father harbored inside of himself. "Before the orcs came down from the north. The Defiler killed most of my family. But some he enslaved."

She saw Bilbo's eyes go to the cuff still around her father's wrist. To this day Bryn didn't know if he couldn't get it off or if he didn't want to take it off.

"Not for work you understand," He went on, slowly circling his way around the table, "but for sport. Caging skinchangers, torturing them seemed to amuse him." He poured milk into Ori's mub.

"There are others like you?" Bilbo questioned, his curiosity getting the better of him.

"Once there were many." Beorn's voice dropped.

"And now?"

"Now there are only two." Beorn turned to face his daughter, and she looked down. She hated the Defiler.

The guests spared glances at one another, and when Kili turned to his brother he was staring at Bryn.

"You need to reach the mountains before the last days of autumn." Beorn stated, sitting down in his great wood carved chair.

"Before Durin's Day falls, yes." Gandalf responded.

"You are running out of time." To Beorn's credit, he looked concerned.

"Which is why must go through Mirkwood." Gandalf tilted his head down and looked at her father.

"A darkness lies upon that forest. Fell things creep beneath those trees." He looked over the company, his eyes slightly larger than usual. Thorin turned his back and began pacing silently.

"Giant spiders," Bryn cut in solemnly, "and air that will make you question your closest allies."

"There is an alliance between the orcs of Moria and the Necromancer in Dol Guldur. I would not venture there except in great need."

"We will take the Elven road." Gandaf nodded, almost as if he was trying to convince everyone. "Their path is still safe."

"The wood elves of Mirkwood are not like their kin. They're less wise, and more dangerous." Beorn continued his warnings, staring at Thorin. "But it matters not."

Thorin turned around, his mouth parted and his eyes wide. "What do you mean?"

"These lands are crawling with orcs. Their numbers are growing, and you are on foot. You will never reach the forest alive." Beorn stood, walking the length of the table and bending over to miss the low hanging beam. "I don't like Dwarves, they're greedy, and blind-" he saw Dwalin shoo a white mouse from his arm, and Beorn picked it up. "Blind to the lives of those they deem lesser than their own."

The company watched the absurdly tall man gaze down at the mouse in his grip. the time ticking by slowly as he came to stand in front of Thorin, who was still staring up at him. "But orcs I hate more. What do you need?"

After Gandalf informed him they would need ponies and food, the dwarves set about packing their things from the night before. Bryn pulled her dad to the side.

"I offered to escort them through Mirkwood and to the mountain." She informed him, having to tilt her head backwards to meet his eyes. Immediately he shook his head.

"I cannot let you go. You know what is in those woods and what lies in the mountain. It would be a death sentence." His tone was reprimanding.

"I will not be going into the mountain with them, father. Once they reach Erebor I will leave. I will even go around Mirkwood if you wish it." Bryn explained, and before he could respond, she quickly added, "Thorin promised to help us return to the Misty Mountains once his people return. He will have the full might of the seven dwarven kingdoms behind him."

"I'm still not agreeing, Bryn." He took a deep breath. He didn't want to think about losing his daughter, but at the same time he knew he had to stop babying her. He had taught her everything he possibly could, and it was time to let her make her own decisions. "But if you truly think you should go, I will not stop you."

Bryn smiled brightly, jumping up to wrap her arms around her father's neck. She couldn't believe he actually agreed. Beorn caught her easily and cracked the smallest smile. "Remember what I taught you, now go pack your things."

Bryn kissed his cheek before running inside to throw a few spare outfits into a bag. They consisted of dark pants and simple shirts. Next she packed wood and stone throwing knives. Her father had taught her offensive and defensive attacks to use when not using your animal counterpart. She was more comfortable as a wolf, but when she focused enough she could hit any target within a hundred yards. After a moment of hesitation she slipped on her simple shoes made of deer hide before shrugging on her fur coat. She hadn't had much use for either of them, so they were in good shape.

When she ventured outside shouldering her small pack, the dwarves were already on ponies her dad provided. She said goodbye to her father, before walking over and kissing the muzzle of the pony she would be riding. She didn't have much experience riding ponies or horses, but she knew the basics. She hoisted herself up with a small smile.

"You won't be in your animal form?" Thorin questioned gruffly. He thought the whole point of bringing her would be to scare off potential enemies, not give them the image of a harmless girl.

"No." She answered simply, rubbing the neck of her pony. "We will be safe until we reach Mirkwood." She looked to her father, and he gave a single nod. The company began to move.

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><p>:o thank you to <strong>Megan the Legit, Satsuriku-Sama, Marina Oakenshield, Lucy Greenhill, Mjean, <strong>and **Dhalmi93 **for the reviews! I'm glad everyone is clicking with the skinchanger backgrounds; JRR Tolkien left like three sentences on them so I had to come up with a lot of it on my own.

R&R guys!


	3. Chapter 3

"You don't like ponies much, do you Mr. Baggins?" Bryn was trying to hold back a laugh as she watched Bilbo hold the reins gingerly and away from his body, jumping slightly at every sound his pony made.

"No, I do not." He answered firmly, letting out a soft sneeze. "But you may call me Bilbo." He sniffled. She grinned at him, letting out a chuckle.

"If you don't mind me asking, what exactly are you, Bilbo?" She had been itching to ask him since she had realized he wasn't a dwarf. She hadn't had any dealings, or reading she should say, with his people, and she regretted not asking her dad if he knew.

"He's a halfling." Kili butted in. The brothers had been riding near her since they left an hour and a half ago. They chatted amongst each other quietly, but after a few minutes of trying to understand them she realized they were talking in another language. So she huffed and gave up.

"I'm a Hobbit." Bilbo clarified. "A Baggins, from Bag-End. Little-folk."

"I've never heard of a Hobbit before!" Bryn exclaimed. "Where do you hail from?"

"The Shire, miss Bryn." Bilbo smiled proudly. "A very respectable place, very quiet. There are no dwarves running around, mucking everything up."

"Hobbiton is dreary place," Fili cut in, his eyes gleaming playfully, "filled with people unable to do anything but sit around and eat."

"And not to mention the fact that they call themselves sociable," Kili continued, "but won't entertain anyone outside their race! I felt as if we were being discriminated against, he wouldn't let a few dwarves inside his home."

"A few?" Bilbo questioned as if he didn't believe him. "There are over a dozen of you, plus a wizard who scratched my door! You lot pillaged my pantry and-"

"We didn't break a thing." Fili scoffed. "That's what counts. We cleaned up after ourselves, didn't we?"

"That's not the point." Bilbo snapped, bringing a hand up to rub his temple. Bryn slapped a hand over her mouth to try and contain her laughter. Poor Bilbo, she understood him all too well, though it was very amusing.

Fili caught her expression and smiled warmly. She flushed under his gaze when she caught him looking, and turned her attention back to the front and shifting in her saddle. "Do you need something?" She inquired dryly. For some reason, this dwarf got under her skin. He made her feel like she couldn't do anything without being watched by him, and it irked her. His odd charm also annoyed her. Dwarves weren't supposed to be charming.

"More like some_one._" The darker haired brother muttered quietly before snickering. Kili was no doubt attractive with his stubble and chocolate eyes, but he acted much too young for her liking. She huffed quietly to herself.

Fili flailed his leg in an attempt to kick him, which only spurred Kili's laughter even more. "No, I do not need something, miss."

"That's what I thought." She huffed silently to herself, irritation pricking at her skin. _The best way to remain focused is to not get attached, _she reminded herself silently. _To do your job you must be alert._

Silence fell between the three of them, four if one included Bilbo, but he had engaged in a chat with Bofur. Well, Bofur was chatting, Bilbo was growing frustrated, something Bryn came to find out happened quite often. After hours Bryn spent scanning the open fields,Thorin finally called a halt to the company at a cluster of trees. She figured it was the best cover they could get in this field, if you didn't count the patches of high grass.

"No fire tonight." Thorin snapped at a group of dwarves who were beginning to pull wood for a fire. They grumbled to themselves but understood; they were not to draw unnecessary attention to the company. A fire and its smoke would definitely draw a pack of wargs and their riders, and that would not end well for anyone, though Bryn was confident she could do her part to hold them off.

"I'll take first watch." Bryn offered, seeing everyone else setting up their sleeping areas under the cover of the trees. Thorin nodded.

"Kili and Fili will take the second." He responded, and the two brothers gave sounds of agreement as they laid down to rest.

Bryn paced the close to the tree line as she waited for them to fall asleep, and once she was certain they all were, she began stripping. But there was still a dwarf awake, his eyes parted slightly as he tried to will tiredness onto himself, and instead was rewarded with a vague view of Bryn stripping her shirt. His eyes popped open completely, all pretenses of trying to sleep gone, his eyes raking the pale white skin of her back. Before he could think to give her privacy, she turned, and he saw she was gifted with generous mounds for breasts, and his cheeks flushed. He had never seen a woman without a shirt on before, not even at the dirty pubs he and his brother sometimes frequented. Quickly he clenched his eyes shut, but the image of her was imprinted in his brain, and he groaned softly as he felt his trousers become tighter. He wouldn't be able to sleep now.

Once Bryn had stripped she skinchanged, and thanked whoever was above watching her for her heightened eyesight. She scoured the open field for any enemies, or anyone at all really, and saw nothing. She continued her prowl for another two hours, before she decided that her shift was over and needed to wake up Thorin's nephews. She had listened to the company talk for the entire day of riding, and ended up feeling like she made the right decision in accompanying them. As she listened to them she realized they were much more deserving of reclaiming their lost home that she had originally thought, and ended up believing that Thorin would make a great king.

She quickly pulled on her clothing after she shifted back to her more natural form, and as quietly as possible made it over to the two young dwarves. She kneeled beside Fili, who had actually dozed off. She shook him quietly, and he blinked awake tiredly. Bryn held her breath as the moonlight filtered down from between the trees and caught his blue eyes, making them seem even more vibrant than they already were.

"Time for your shift." She mumbled, and Fili nodded, turning to wake up his brother. She settled down near their bags and curled up, watching the two as she tried to fall asleep. They chatted softly, both of them slumped against a tree, watching their surroundings. They seemed completely at ease, but she knew they were alert. Fili suddenly smiled at something Kili said, and Bryn clenched her jaw. Her stomach felt weird, and for a moment she thought she was going to be sick, before she realized the feeling was… good?

Bryn sighed to herself, not knowing how to deal with these feelings she's never had before. She's actually never met anyone besides skinchangers, and had only interacted with her father after the orcs came. They never had any visitors, mainly because they didn't know anyone, and they lived in a place where no others would come to live. Because of this, she didn't have the luxury of making friends or expanding her social skills beyond her dad and the animals they lived with. She was awkward and hostile around the dwarves, not because she didn't like them, but because she didn't know how to act. She wasn't the alpha here, or even the beta. She was more like the omega, the lowest of the wolves who were often outcasts.

Fili heard her sigh, and turned to look at her. They met each other's gazes, and Fili smiled, whispering a 'good night, sleep well'. Bryn managed a small smile back but didn't say anything, and ended up turning the other way in frustration. Her stomach wouldn't let her go to sleep.

Bryn woke the next morning wide awake, before half of the company. Thorin stood off to the side, surveying the path they would take to Mirkwood. A few other were milling around, either packing up the ponies or snacking on their breakfast. Bryn grabbed a slab of bread and munched on it as she rolled up her blanket. As a skinchanger, her skin was naturally more warm than regular human's, so generally she just used a light one. If she did ever get warm, she would just shift and her thick fur would give her the warmth she needed.

By the time she was done eating, the rest were up and in no time they were on their ponies again, moving towards the treeline that was still so far away. Bryn was already uncomfortable on her pony, the day before had been enough for her for a lifetime. She kept her mouth shut, however, because her only other alternatives was keeping up on foot as a girl (which wasn't ideal) or keeping up on foot as a wolf, in which she would have to take their word that they weren't watching her undress.

She let out a particularly loud sigh, shifting across the saddle, which caused her companions to look back at her. She smiled sheepishly and tried to sit still.

"So, um, Bryn." Bilbo called her attention. He was riding to the right of her, and in front of them was most of the company, while the two night and day princes were behind them. Keeping watch, no doubt from an order Thorin gave.

"Yes, Bilbo?" Bryn answered with a slight smile. She liked Bilbo, the hobbit was polite and had manners not many of the dwarves had. Not that it mattered to her, really, it was just refreshing.

"Beorn mentioned that… well, your kind had been enslaved." She could tell his words were cautious. Bryn stiffened in her seat, but when she didn't show any outright anger Bilbo continued. "I suppose I'm just curious as to what it was like before that, and what exactly happened."

She was silent as she contemplated his words, trying not to grow upset. She hadn't even discussed it with her father thoroughly. He would tell her stories of times before the massacre, but only when prompted, so her knowledge was limited. Not to mention the fact she was a representation of her entire race, and sharing it would be extremely personal. She shifted in her seat again, but this time not because she was sore.

"Before the orcs came, we lived in the Misty Mountains." She started, and had to stop to gather her words. "I was so young when it all happened, you have to understand. I don't remember much."

"Can you tell us what you do remember? Fili spoke up from the back. She looked back at him to see him and his brother staring at them. She sighed, facing forward again before seeing other eyes on her, namely Bofur, Gloin, Dori, and Ori. She felt heat rush to her face, but licked her lips and prepared herself to talk.

"Right… so, we lived in the mountains. It wasn't uncommon for tempers to clash, since not everyone had control over their emotions and therefore their counterpart. Other than that, we lived in peace. We lived without contact with any other race, so I'm not surprised you all didn't know what we were. I don't remember who our leader was, but he was a great man who's change was a lion, which I saw as fitting. I don't think my father liked him much, but I did. My mother's skinchange was a very large snowy owl. We could communicate between each other in any form." As she went, it slowly became easier for her to talk about it. When she realized this, she also realized this was all she could honestly remember. All that was important, at least.

"What happened to your mother?" Ori questioned, and Dori elbowed him with a glare. Ori had enough tact to look down, and mumble an apology.

"No, it's fine." Bryn murmured. "She was murdered when we were raided by orcs. It was a long time ago."

"Our father died in battle." Fili offered quietly after a moment. "We grew up without a father, but we were lucky to have Thorin. I can't imagine what it would be like with only one parent figure."

"I don't know what I would have done if I didn't have my father." Bryn whispered, and the conversation died, leaving everyone to their own thoughts.

Though Bryn wished to know more about her heritage herself, she felt like a weight had been lifted from her shoulders. Just talking about it instead of thinking about it constantly made her feel that much better. She felt her body relax, and forgot about the hard saddle.

Fili, on the other hand, contemplated everything she said. Her world had been ripped out from her when she was such a little girl. He had lost his father when he was younger, and Kili even younger than him, but he had meant it when he said he was thankful for Thorin. Bryn could only say she was thankful for her father surviving with her. He grew angry at the thought of another race being murdered-almost exterminated-and chased from their home, and at once resolved to make sure Thorin would help them as soon as it was possible. If he survived, that is.

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><p>Thank you to everyone who has hit the favorite andor follow button, but a special thank you to everyone who reviewed! That special thank you goes out to:**  
><strong>

**Rookie Cookie Baked Crispy**

**Dhalmi93**

**Nicci1234**

**Lucy Greenhill**

**Megan The Legit**

**Marina Oakenshield**

**Mjean**

**Satsuriku-Sama**

The warm words you've all given me has helped a lot with trying to shape this story. I hope this doesn't seem like a filler of sorts; I tried to add as much Kili/Bryn interaction as possible. If you like this, I urge you to read _At Your Service, _my Kili/OFC fanfic. I know a lot of you already do, so thank you again c:

If you're into _Thor, _try out _Until The End of Me, _a Loki/OFC fanfiction I just updated a couple days ago. I'm mostly excited for _Louder Than Thunder _and _Until The End of Me, _so updates on _At Your Service _will become really slow again. Okay, rambling over.


	4. Chapter 4

Autumn was Bryn's favorite time of the year. She loved watching the leaves turn different reds, yellows, and browns. It also wasn't too hot, and it wasn't too cool, which made shifting a lot more comfortable. It was more pleasant than spring turning into summer, and less wet than winter turning into spring. Autumn brought much more color with it than any other season, which Bryn had always found to be beautiful. She always enjoyed nature by herself, there was a silent appreciation she gave. But, she soon discovered as she traveled with Thorin and company, there were hours on end to just stare but the dwarves were too rambunctious to give her peace.

Which wasn't necessarily a bad thing, she concluded. This almost leisurely ride through the tall grass was gratifying to her since she had a chance to become more acquainted with her new… friends? No; they weren't quite there yet. Either way, she came to get to know them better. She learned very quickly that Gloin had a family waiting for him back at home which consisted of his wife and child, whom was named Gimli. She was shown a picture of them both and, not exactly being accustomed to dwarvish features, did her best to hide her shock at seeing his wife with a _beard. _Oin was the older brother of Gloin, and was a skilled medic.

Both Nori and Dori were flutists who enjoyed a nice, full meal. Their youngest brother, Ori, was a sort of oddity among them and preferred books and writing to weapons. Balin, who was quickly becoming one of her favorites, was a kind old dwarf who had a high ranking among his people before the dragon Smaug came. His younger brother, Dwalin, was a fierce warrior who seldom liked to chat.

Bofur and Bombur were brothers who were cousins to Bifur. Bofur and Bombur came from a family of miners. While Bofur occasionally mined, Bombur was content with being a chef, which explained why he always made their meals. Bofur's real passion was toy-making, as was Bifur's. It was hard to communicate with Bifur, seeing as how he could only speak Khuzdul, but Bofur translated most of the time.

Thorin, however, was still a mystery to her. While he was still occasionally rude and short with her, she came to quickly realize it was because of how stressed he was. Carrying the only hope of reclaiming one's home was not something to be taken lightly. Fili and Kili provided comedic relief with jokes and merry tales. It was hard not to be caught up in their good mood. Bilbo, however, was sour half of the time with them because he was the topic of a lot of their jokes. Bilbo was a simple hobbit she came to find, who enjoyed his books and food and was always happy to talk about his home.

It was good that they dragged her out from drowning in her thoughts or keeping a close inspection of their surroundings for danger (which was, if she were being honest, completely unnecessary). She was sure, now, that they were just as capable as spotting danger without her. She was just being used as extra muscle until they faced Smaug the Terrible, the great dragon that laid beneath the mountain. She shivered when she thought about it; she would take on a legion of orcs before being cooked alive by that beast. By now, she has heard awful stories about the dragon from Bofur. He had told her how he was like a furnace with wings, and that his claws and teeth were the sharpest swords imaginable.

She tried keeping up with all of Bofur's stories, but it was difficult. He told so many of them about so many different things that she was sure he made over half of them up. He had a special talent when it came to stories, and it kept her distracted enough that her thoughts never strayed to the blond dwarf keeping watch behind her.

Fili's, however, strayed to her every time he looked forward. He could see the gentle wind move her inky black hair, and could hear her constant laughter when listening to the toy maker. In his mind was the clear image of the first time he saw her, and he could almost still feel her fur running through his fingers. He did his best to shake her from his mind, but he had never met anyone like her before. A woman has never treated him so coolly before, nor has he ever seen one take on an animal form. She was quite possibly the most interesting woman he had ever met before.

"Lunch time." Bryn heard Bilbo's sigh of relief and almost laughed. The young hobbit ate almost as much as Bombur did (and from the few times she dined with him, she knew that was _a lot_), which was quite impressive in Bryn's book. She slid off her pony and took the opportunity to stretch. Her bones popped and she sighed in relief.

Fili's cheeks flushed when he saw a thin strip of pale skin show from under her shirt as he stretched, and he was reminded of the previous night. He cast his blue eyes down, and concentrated on sliding off of his own pony. _Just a bit of skin, you foolish dwarf, _he chastised himself silently. _You should not have been looking at her in the first place._

Loaves of bread were passed around when the entire company had gotten off of their rides. Bryn squashed down a whine at it; she required meat if she was going to be expected to shift when they needed her. This is where she was different than her father-he did not eat meat, and respected all life forms, with the exception of orcs and goblins, enough to leave them alone. Bryn understood her need for red meat but ate only when she was feeling particularly weak. And _if _they needed her. She was sure the company could protect themselves; after all they did get this far without her. She wasn't sure, still, if she was expected to stay shifted to ward off potential enemies, if she was expected to keep watch constantly, or if she were to fight with them all the way until the end. She was prepared to do them all.

"So, lass," Oin started casually, his accent not quite as thick as the rest of them, "you know much about us now. When are you going to give us something to work with?"

"You know my name and my race." Bryn shrugged. "I know not what else to tell you." And it was true; having spent all of her life with her father and animals she was not exactly sure how to go about informing them about herself.

"Do you like to read?" Ori inquired. This was, she quickly discovered, the opening to an onslaught of apparent important questions the company had been wanting to ask.

"Do you prefer animals or people?" Gloin chimed in.

"Or play an instrument?" Bofur was next to ask.

"Can you talk to other animals?" That was Kili, his voice barely containing his excitement. Fili leaned forward, mirroring his excitement. "Even when you're not a wolf?"

"Don't bombard the poor girl." Bilbo chastised the young princes and other dwarves. He had been on the receiving end of the seemingly never ending questions at one point in time. It was the quickest headache he had ever gotten, and didn't want to see their newest member in the same position, and had wished someone came to his rescue.

Bryn cracked a smile. These dwarves were something else. "I do like to read, though I have had a very small selection to read from. And unfortunately, I do not know any instruments. And I do not know enough people to make this decision." She offered this information up easily.

"Would you like to read more?" Ori responded, perking up at her admission. "I have brought a few books with me, and if you would like to read them…"

"Oh, I would love to!" Bryn had forgotten about normally cool and calm demeanor and leaned closer to the lightly bearded dwarf. "Anything you have I would be grateful to borrow."

Ori beamed at her, and the rest could tell that with those few sentences she had made a friend in him that would last a lifetime. "You didn't answer us yet!" Kili spoke up, crossing his arms over his chest. Bryn could have laughed at how much of a child he looked like, but instead caught the gaze of his older brother. His blue eyes bore into her, and she couldn't help but think he was waiting impatiently for her to answer them. Her tongue darted out to wet her lips as she broke their stare.

"My father can speak to all animals, in either form." She started, taking a pause to gather her thoughts. "He always has been able to. I am not like him. I can communicate best in my wolf form, but with broken sentences. It does not come easy to me, I think, because of how I grew up. Skinchangers learn best with many teachers, both like themselves or full animals. I grew up only with my father and wild animals who were untrustworthy after so long without us. I mostly communicate through strong emotion, and it has worked so far."

The dwarves lapsed into a silence, letting her words sink in. Thorin, who had been silent during the entire exchange next to an equally silent Gandalf, his eyes set firmly upon the new arrival, suddenly stood up. "That is long enough. We must start going again, or we will lose too much time." He set off for his pony. "Fili, Kili-take up watch in the back."

"I would not mind taking a watch." Bryn offered. She had been doing so the entire ride anyway, and was anxious to start helping them. Thorin dismissed her with a wave of his hand and hoisted himself upon his pony. Bryn glowered at him moodily at his lack of interest and attention, and stalked off to her own pony. It glanced at her with worried eyes and pawed at the ground, but other than that stayed rooted to its spot, not knowing what the temperamental skinchanger would do. When she realized she was affecting her pony, she ran a hand down its neck and tutted softly before producing an apple from her bag. The pony gnawed on it happily, glad to be rid of the gloomy mood. All of this Fili noted as he watched her while the others packed up.

"Don't mind Thorin." Fili said casually when the company started moving again. She had fallen to the back, just before him and his brother. He guessed it was because she did not want to be near his uncle, and he didn't blame her. "He's been under a lot of stress as of late, what with the quest and all."

Bryn snorted, which elicited a surprised look from Fili. The respectable ladies he had met so far in his life had never snorted. "That does not give anyone the right to be dismissive towards someone who only wishes to help." She huffed quietly. "Though I suppose it is forgiven. It was a silly thing to be upset about anyways."

Fili found himself smiling at her, and decided to tease her. "I would be upset too, if someone I fancied dismissed me so."

"Fancied!" Bryn scoffed, indignant. "I do not fancy that self-righteous king." _But his sister's-son, however… _The thought came unbidden to her, and she found herself turning her face from Fili to hide the pinkness of her cheeks. She did _not _fancy any one of them, no matter how attractive the line of royals were. She was here to do her job and only do her job, that was it.

"I only tease, Bryn." Fili laughed, it ringing with mirth and a carelessness that struck pleasingly to her ears. She found herself turning back to him, the color still on her cheeks, smiling back at him. Azure eyes met emerald, and Fili's smile remained when he recognized the happiness in her. The reddened cheeks were a telltale sign that she was embarrassed, and he had a swelling in his chest he did not remember ever having while he gazed upon her.

"You should not tease about something so wrong." Bryn asserted in a light voice, her former disgruntled voice gone.

"But where would the fun be in that then, hm?" He prodded, the evidence of his happiness still within him. He liked seeing the lightness within the skinchanger. It seemed to change her entire face; it took the weariness away from her features and gave her skin life. Her eyes seemed to get brighter and he enjoyed seeing the little lines next to her mouth when she smiled.

"Well for one you would not have an annoyed wolf on your back." And though she tried to say it with a straight face and serious tone, he knew she was only kidding.

The light and calm chatter carried throughout the rest of the afternoon, with many other dwarves joining in. Fili's one-on-one time was cut short, but he could not bring himself to feel sorry. The other dwarves made her feel just as at home as he had, so there was nothing to be sorry about.

When they settled down for the night, when the stars were just starting to peak out from behind the clouds, Gandalf called Bryn to him. He led her off from the group, and she followed obediently. When Gandalf deemed it a safe enough distance away, he stopped and turned to her. His swirling blue-gray eyes were trained on her, and she could have squirmed under his intense gaze if he didn't start talking.

"This company is very close knit." Gandalf started. "They have started to think of one another as a family, and that is a good thing. However, as I'm sure you know, the woods that make up Mirkwood are foul and despondent, filled with old hate. It will seek to turn them against one another, and I need to make sure you will do your best to hold them together for as long as possible."

Bryn knew what he was speaking of. She had heard things from her animal friends about the horror that lived within the woods, the great spiders that terrorized everything, including the warrior elves. Besides that, there was a river which flowed through that put anything that touched its water or drank it to what seemed like an everlasting sleep. It was a place Bryn had only been in a few times, but never over night. She had no desire to do so, but now had no other choice.

"I will do my best, Istar." Bryn promised, placing a hand over her heart. "I do not know how long I will last within the sickened forest myself, but I will do my best to make sure I fulfill my employment."

"That is all I can ask of you, little one." Gandalf decided. "Though I would ask you to keep a particularly close eye over our hobbit. Make sure he does not… disappear."

"Oh, um…" Bryn's eyebrows came together, but nodded. "I will protect the hobbit as well, Gandalf. Is that all?"

By the twinkle in the old wizard's eye she knew it was not, and also knew she would not get more out of him unless he wanted to tell her. "No, I quite think that is it. Make sure you get a full supper tonight, because we should arrive at the path into Mirkwood within the next day or two."

Bryn nodded, before treading back to the company.

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><p>Oh. <em>My. <em>_**Lord. **__I am so sorry it's taken me this long to update, and I have no excuses. Well, I do _have excuses, but I doubt they would make up for how long I haven't updated! I hope I haven't lost any interest because of how long I've been away. Life has just been so crazy. Hopefully an update will help smooth things out? :D

I wanted to take a moment to those who reviewed between the last chapter and the months between this chapter, which includes:

**Frozen-Blossom16: **Your question is something I've been torn over, actually. I'm not sure if I want to include it or not, but I see no reason right now not to. It will, however, definitely not be a large focus in this story and might even be skimmed over. It all depends on which direction I plan to take with this :)

**bnoell14: **Thank you so much!

**Snowball A.K.A. WinterWolf: **Thank you dearie!

**HorcruxCharisma: **Thank you thank you thank you. I was so unsure with using the skinchanger idea, but I thought what the heck, is it so unbelievable that two skinchangers escaped? And it warms my heart when people like my OCs ^.^

**Sajira: **how did you let me not update for so long?! Just wanted to let you know I've been keeping up with your fanfics still!

**Fenris: **Unf, really, I love those who love OCs. Thanks 3

**Alessandra: **I know I'm the exact same way with new stories XD

**BlackGoldSaw: **Hopefully you forgive me for such a long overdue update :)

And thanks to **Dhalmi93, Lucy Greenhill, Dalonega Noquisi, LotR Geek 195, MaxRideandPercyJackson4ever,** and **belladu57 **for leaving words of encouragement.

Please please please leave reviews on this chapter so I know you haven't abandoned me, or so I know people are still interested with this :) love you all!


	5. Chapter 5

Bryn took her time returning to the company, mulling over Gandalf's words. She honestly did not know why Gandalf would come to her for such a thing. She did not have strong bonds with the dwarves, hadn't known them for long at all. Surely it would have been a safer bet to advise all of them of this? At least their leader, Thorin?Bryn shook her head, deciding it was best not to question the old man.

An unsettling feeling found its way to the pit of her stomach. She had a harrowing thought process as she walked. She couldn't shake the feeling something terrible was going to happen within that forest, and tried convincing herself that it was just because Mirkwood was such a sinister place. _As long as we stay on the path we shall be fine, _she reassured herself, but that did little to ease her nerves. Bryn had noticed that the closer they got to Mirkwood, the less she saw of animals. At first there were rabbits, mice, owls, birds, and other predators roaming the plains, but as of late she saw little of them. Only a darting rabbit here, a few solitary birds circling overhead. If such animals were afraid to even be near the woods, she did not think it would be a wise decision to enter. All in all, it was _unsettling. _

"Bombur has made soup," Bofur's thick accent broke her train of thought. Without realizing it, she had reached camp and had sat down upon a smooth boulder, oblivious to what was going on around her. Bofur stood in front of her, his hands grasping a bowl filled with a warm, dark brown, thick substance. "Fili just managed to save you some."

"Oh." Bryn said, surprised, taking the bowl from the long mustached dwarf. Her eyes darted around the camp, trying to see the blond dwarf, but he was gone and his brother remained. He must have taken the first watch. "Thank you. When Fili gets back, I will thank him as well."

"I'm sure he would appreciate that." Bofur winked at her before sitting beside her, pulling out his flute. "Would you like to learn, lassie?"

She ignored the first comment, and smiled at the question. "I would, but… my father has often told me I'm tone deaf. I lack all musical quality, and that would be putting it lightly."

"Nonsense!" Bofur admonished, his eyebrows shooting up and disappearing beneath his hat. She had half a mind to laugh at his comical expression. "Everyone has some musical talent, it just may take a while to find it."

"Then teach me, master dwarf."

And so Bofur sat beside her for the next hour and a half, teaching her where to place her fingers for different notes and how hard to blow into the little hole. She was an awkward mess when they first started, not grasping even the simplest fingering for a single note. Bofur was patient with her, and entertained her with short tunes before trying to teach her some more. Most of the time they sat exchanging quips, but she did learn a small portion of a traditional dwarvish song.

It wasn't long after her lesson in flute that the company had settled down, and turned in to their respective blankets and makeshift pillows. She had given the flute back to its owner, not wanting to disturb anyone any longer. Bryn sat comfortably upon the boulder still, watching some of the company drift off to sleep. There were only a few dwarves still awake when Thorin turned to her.

"Relieve Fili from his post and take the next watch." He told her, before settling down amongst his blankets. Bryn almost asked him to say please, but instead stood from the rock silently and wandered away from the camp. She found a particularly tall patch of grass and made sure no one was around before stripping to nothing. She took a deep breath before she let her bones start to reshape themselves, and welcomed the odd feeling of her tailbone extending and hair growing rapidly from what seemed like every pore in her skin. She stretched when she was finished, feeling her now thicker muscles strain. After being stuck on the back of her pony for so long, it was nice to get out and stretch her legs.

She wandered the outskirts of the camp until she found the blond haired prince. He sat atop a larger boulder than the one in camp, one that set him high enough from the ground to get a good look at the surroundings. She walked up to him carefully, nudging him with her snout when he didn't get up.

Fili heard nails clink against the hard rock, but fear did not grip him. He immediately knew it was her, and had no reason to feel that. When her nose pressed up against him, he turned to look at her. Her dark green eyes stared back at him, her head cocked to one side curiously. One ear twitched, and he couldn't help but smile. "You don't mind if I stay, do you? I don't think I could sleep even if I tried."

Even if Bryn could respond to him she wouldn't, and didn't. She just sat down beside him, a respectable foot away from brushing his arm. Bryn watched the darkened scenery before her, her ears swiveled forward, listening intently for any negative sound like a warg's stomping or an orc's horrid speech. As attentive as she tried to be, she found herself watching the young prince from the corner of her eye. His attention was on the landscape as well, his now gloveless hands clasped together and resting on his lap. He had his coat folded up neatly, something which surprised her, and set beside him. A thin long sleeved shirt laid underneath it, the cool night air probably feeling nice against his skin. The thin shirt also gave her some insight to what his arms would look like if they were bared to her; his muscles were easily identifiable as they strained against the upper arm area of the shirt. The light wind brought his scent to her more strongly, and though she knew he had probably not bathed in a number of days, he smelt strongly of earth and leather and something she could describe as being completely Fili. She appraised him silently, curiously.

"They all like you, you know." Fili stated after a few minutes of comfortable silence. Bryn turned her head to him, waiting for his point. "I know you don't know if you fit in, but you do. Even Thorin likes you, he just doesn't want to admit it."

She huffed at that, knowing Fili was lying to her now. He smiled at that. "Okay, so I might not be so sure with Thorin. But the rest do, especially Bofur. I think he might even have a crush on you."

Bryn laughed, or would have laughed if she wasn't a wolf. Instead it came out as more of a cough mixed with a snort as her ears flicked. She didn't believe that either, Bofur was her most solid friend in the company. There was no way he had a crush on her. Unfathomable, actually. If she could talk, she would tell him it was an even more absurd notion than her fancying his uncle.

"You think I'm funny, do you?" Fili cracked a smile as he looked at her from the corner of his eye. _It is odd, _he mused to himself, _that she is even more compelling in this form than in the previous one. _He could see in her the quiet confidence she carried in both forms, but more so this one. He suddenly thought if it was odd that he found an animal so admirable and agreeable, but then supposed it didn't matter. Once the quest ended in a mere matter of months, the likelihood of him seeing her again was slim to none, even if they did both survive. The thought brought him a startling amount of sadness, and the smile slipped from his face.

Bryn rolled gently onto her side, to where her fur was just brushing the side of Fili's thigh. Fili looked down at her, and though she had her eyes trained on some spot far away, he knew she meant to offer him comfort to his sudden change in demeanor. Fili placed his large hand on her back and stroked downwards lightly. He started to speak then, in a quieter voice, but she could still feel the vibrations travel through his body and to her back. She sat silently, listening to all he had to say.

He spoke of how he and his brother had arrived to Bilbo's house and the antics they all had pulled on the poor little hobbit. Next he spoke of the three mountain trolls they had almost been eaten by, and how the aforementioned hobbit had saved them all, much to the chagrin of his uncle. Bryn had never had the chance to see a troll before, but Fili's description had her finding them completely disagreeable. Meeting the Rivendell elves and how his brother had tried to seduce a male elf was the topic of much amusement. The way he talked about the stone giants having an epic thunder-battle was awe-inspiring up until the point where he and his brother had almost been separated for good. The unintended trip through the goblin's underground belly had Bryn's lip curling in distaste and her nails scratching against the rock beneath her.

"And when we finally got out of their caves," Fili continued, continuing his ministration of stroking her back, "we could not find Bilbo. He showed up quickly after, on his own, seemingly out of nowhere. We were all relieved-except for Thorin, who thought he had tried to leave us-until we realized there was an orc pack hunting us. We ran deep into the thicket of trees until we came to the edge of a cliff, whose drop had to be hundreds of feet. Gandalf had us climb into the trees to try to escape the wargs, but some of us could not. We ended up battling the Pale Orc who rode atop his white warg. Gandalf breathed fire into pinecones and we threw them at the orcs, but it was not enough. The Wargs beat down the trees until we were over the edge of the cliff, about to drop to our certain deaths."

Fili took a pause in his tale, either for dramatic effect or to try to find the words to continue. "Gandalf was holding both Dori and Ori by his staff, until they slipped. I thought for certain we were going to die… until the eagles appeared, and they fell onto one of their backs. The great eagles attacked the orcs and their rides and saved all of us. They brought us to a carrock, but we were not out of danger yet. We were hunted by Azog as we made our way to your home, and just narrowly escaped both the orcs and your father's jaws."

No one had bothered to tell her what had happened up until the point they had shoved their way into her home just a few days ago, and Fili thought she had a right to know. Bryn contemplated all they had went through for this quest thus far silently. If all he had said was true, she was impressed by this little band of dwarves, one hobbit, and one wizard. It was no small feat to escape the Defiler's grip once, but the company had done it twice.

Bryn hummed softly in her chest before resting her head on the princeling's lap. She would deny any of the contact would happen if he would tell the other dwarves, but she had a feeling what had passed between them tonight would not make to the other's ears. She had a new-found respect for the merry band of misfits. Her thoughts became groggy as he continued to caress her fur, and blinked her eyes to stay awake.

"You may sleep if you like, Bryn." Fili told her. "I will be awake for some time longer." And though she knew it was wrong to sleep on her watch, she found herself trusting him and closed her eyes, being lulled to sleep quickly by his gentle hand.

Neither of them knew it, but as these words passed between them Thorin rose to take the next watch shift and found them against one another on that boulder. He regarded the scene silently, his features impassive. He stood watching for only a few minutes before he returned to the camp and laid down, allowing them their private moment together. He did not know why he allowed it, only that it would be wrong if he didn't.

Bryn woke that morning when the sun was just starting to peek out from behind the grass. She raised her head and nudged the dwarf as a farewell and stood. Fili stood after her and gave her a quiet, somehow knowing little smile before making his way back to the camp. Bryn found where she had stripped the night before and changed back, throwing her clothes on before stretching as she walked to where the others were.

Bread was being passed around, and Bryn took a seat between Gloin and the blond haired prince. Fili passed her a chunk of bread and she thanked him quietly, to which he smiled gently. The rest of the company noticed the calm between the two, the uncharacteristic quietness to their prince and the new gentleness to the skinchanger, and knew something had passed between them. Gloin looked away from them, feeling awkward and like he was intruding upon something. Gandalf busied himself with his pipe, trying to look innocent.

It was not long after this that they all packed up. They each got onto their ponies and started moving towards a treeline that was getting closer and closer with each passing hour.

Bryn thought back to all that he had told her during the night. She was still very impressed with each and every one of them, especially Bilbo. From what she understood, hobbits were homely, and did not know a lick about fighting outside anything they read. He must have been a very quick witted fellow. _Perhaps if we find another moment like that again, I will tell him of all my father and I have faced over the past few decades, _Bryn thought to herself, looking down at the swaying hair of her steed. _If we get another moment like that again._

All too soon her thoughts led her back to her talk with Gandalf, and she wondered what she could do to make things turn out well. She knew she had to be extra vigilant inside the forest, and could not let her guard slip like it did the night before. That would not go well for any of them, especially if the spiders caught her during this moment. Though she knew they were all proficient with their weapons of choice, the spiders were plentiful in number, and were evil, sadistic, and some were even poisonous enough to kill a bear the size of her father. She shuddered with the thought of being bitten by one of them. Some had poison that made one hallucinate ghastly things. She could not let these things happen to her friends.

_They are my friends now, aren't they? _She thought to herself. Unexpectedly she found herself smiling.

"And what are you grinning about?" Thorin's gruff, deep voice came from her left. It fell from her face and she looked towards him, startled. In all of her thinking she did not notice he dropped from the front of the line back towards her.

"Nothing," she answered quickly. When his eyes narrowed, she opened her mouth again to speak. "We just must enjoy these last days before we enter the forest. Beyond the treeline it will be a long time before any of us will be able to feel joy or the feel of the sun against our cheeks again."

"You speak like you know what is inside is too much for us." Thorin commented.

"Beorn has ventured inside multiple times." She explained to him. "Each time he comes out he is more concerned than the time before. If Beorn is concerned, I will be doubly concerned, and you should be even more concerned. It is called Mirkwood for a reason, and it will do us all good to be reminded of that."

Thorin fell silent for once, and nodded after some contemplation, before dropping back farther to his nephews. She was too far ahead to hear what words were said, but she was fine with that. For now, she was content smoothing down the hair of her horse, and feeling its happiness flow back to her was gratifying.

Soon Thorin was making his way back to the front where the wizard was. Fili urged his pony to fall in line with her own, leaving his brother in the rear for a moment. "Thorin says we will stop tonight before we make it to Mirkwood. We will replenish our water skins and scrounge up any food we can. Then we will enter the forest early in the morning so we can maximize our use of the daytime."

"He is smart." Bryn commented. It was a good plan, she had to admit.

Fili smiled. "Which is why we follow him." He seemed to think about this for a moment, before amending his previous statement. "Well, all of us but Bofur, I think. He is just here because he heard there would be free beer."

Bryn busted out into laughter when she heard Bofur's indigent 'hey!' come front in front of them. Yes; these were her new friends, and in the coming months would be extremely thankful they stumbled upon her home.

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><p>I would love to thank my three reviewers, <strong>watergoddesskasey<strong>, **kamiccolo's** rose, and **FangMichaelisS2** for their encouraging words! This chapter is for you three :)

Well, here's another chapter guys. The next one should probably be when they reach Mirkwood, and also should be longer. I'm thinking maybe five thousand words? I'll break five thousand words if I can make it to **forty reviews** between now and then ;) oh! And if you would, please answer some questions for me: do you think this is moving too fast? What more would you like to see? Any predictions as to what happens inside that forest?

And _oh my **goodness**_ this story has almost four thousand views! From people not only from the US but from Australia, the UK, Canada, Germany, France, Ireland, New Zealand, Italy, Finland, Sweden, Austria... It's amazing, and even if you have just viewed this story and haven't followed/favorited, thank you. It means a lot to have my word seen throughout different parts of the world. The fan base for J.R.R. Tolkien's work is simply amazing.

My inspiration for this story stems from a video I once saw on youtube. It is titled **"Thranduil; louder than thunder" **and it's a beautiful video to a beautiful song and I encourage you all to check it out! As you can probably tell this story was originally supposed to be a Thranduil centered one, but my love for Fili won out XD

That's it for now my lovelies, I hope to write to you all soon!


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